WarnerMedia

WarnerMedia is an American multinational mass media and entertainmentconglomerate owned by AT&T and headquartered in New York City. It was originally formed in 1990 as Time Warner, from the merger of Time Inc. and Warner Communications. The company has film, television, cable, and publishing operations, and currently consists largely of the assets of the former Warner Communications, HBO (a Time Inc. subsidiary until the merger), and Turner Broadcasting System (which it acquired in 1996). Its assets include Warner Bros., WarnerMedia Entertainment (consisting of the entertainment assets of Turner Broadcasting System & HBO, as well as WarnerMedia's soon-to-launch streaming service) and WarnerMedia News & Sports (consisting of the news & sports assets of the former Turner Broadcasting System, as well as AT&T SportsNet).

On October 22, 2016, AT&T announced an offer to acquire Time Warner for $108.7 billion (including assumed Time Warner debt).[5][6] The proposed merger was confirmed on June 12, 2018,[7] after AT&T won an antitrust lawsuit that the U.S. Justice Department filed in 2017 to attempt to block the acquisition.[8] The merger closed two days later, with the company becoming a subsidiary of AT&T.[9]

In 1976, the Turner–owned WTCG originated the "superstation" concept, transmitting via satellite to cable systems nationwide and pioneering the basic cable business model. WTCG was renamed WTBS in 1979 (it is now Meredith-owned WPCH).

In 1976, Nolan Bushnell sold Atari, Inc. to Warner Communications for an estimated $2–12 million. Warner made considerable profits (and later losses) with Atari, which it owned from 1976 to 1984. While part of Warner, Atari achieved its greatest success, selling millions of Atari 2600s and computers. At its peak, Atari accounted for a third of Warner's annual income, and was the fastest-growing company in the history of the United States at the time.[16]

1980s

In 1980, Warner purchased The Franklin Mint for about $225 million. The combination was short lived: Warner sold The Franklin Mint in 1985 to American Protection Industries Inc. (API) for $167.5 million. However, Warner retained Franklin Mint's Eastern Mountain Sports as well as The Franklin Mint Center, which it leased back to API.[17][18]

In 1980, Turner launched CNN, the first 24-hour all-news network, redefining the way the world received breaking news.[19]

In January 1983, Warner expanded their interests to baseball. Under the direction of Caesar P. Kimmel, executive vice-president, bought 48 percent of the Pittsburgh Pirates for $10 million.[20] The company then put up its share for sale in November 1984 following losses of $6 million due to its failed attempt to launch a cable sports package. The team's majority owner, John W. Galbreath, soon followed suit after learning of Warner's actions.[21] Both Galbreath and Warner sold the Pirates to local investors in March 1986.

In 1984, due to major losses spurred by subsidiary Atari Inc.'s losses, Warner sold Atari Inc.'s Consumer Division assets to Jack Tramiel. It kept the rest of the company and named it Atari Games, eventually reducing it to just the Coin Division. They sold Atari Games to Namco in 1985, and repurchased it in 1992, renaming it Time Warner Interactive, until it was sold to Midway Games in 1996. In a long-expected deal, Warner Communications acquired Lorimar-Telepictures; the acquisition was finalized on January 12, 1989.[22]

History

Plans to merge Time Inc. and Warner Communications were made public on March 4, 1989.[23] During the summer of that same year, Paramount Communications (formerly Gulf+Western) launched a $12.2 billion hostile bid to acquire Time, Inc. in an attempt to end a stock-swap merger deal between Time and Warner Communications. Time raised its bid to $14.9 billion in cash and stock. Paramount responded by filing a lawsuit in a Delaware court to block the Time/Warner merger. The court ruled twice in favor of Time, forcing Paramount to drop both the Time acquisition and the lawsuit, and allowing the two companies' merger, which was completed on January 10, 1990.

1990s

US West partnered with Time Warner in 1993 to form what is now known as TW Telecom, initially known as Time Warner Communications (also utilized as the brand name for cable operation previously under the ATC name), in order to bring telephone via fiber to the masses. US West also took a 26% stake in the entertainment portion of the company, calling that division Time Warner Entertainment (or legally Time Warner Entertainment Company L.P.). US West's stake eventually passed to acquired cable company MediaOne, then to AT&T Broadband in 1999 when that company acquired MediaOne, then finally to Comcast in 2001 when that company bought the AT&T Broadband division. Comcast sold their stake in the company in 2003, relegating the name to a subdivision under Time Warner Cable.

In October 1996, Time Warner merged with Turner Broadcasting System, which was established by Ted Turner. Not only did this result in the company (in a way) re-entering the basic cable television industry (in regards to nationally available channels), but Warner Bros. also regained the rights to their pre-1950[24][25] film library, which by then had been owned by Turner (the films are still technically held by Turner, but WB is responsible for sales and distribution),[26] while Turner gained access to WB's post-1950 library, as well as other WB-owned properties.

Time Warner completed its purchase of Six Flags Theme Parks in 1993 after buying half of the company in 1991, saving it from financial trouble. The company was later sold to Oklahoma-based theme park operator Premier Parks under certain terms and conditions on April 1, 1998.[27]

Dick Parsons, already a director on the board since 1991, was hired as Time Warner president in 1995, although the division operational heads continued to report directly to Chairman and CEO Gerald Levin.[28]

In 1991, HBO and Cinemax became the first premium pay services to offer multiplexing to cable customers, with companion channels supplementing the main networks.[29] In 1993, HBO became the world's first digitally transmitted television service.[30] In 1995, CNN introduced CNN.com which later became a leading destination for global digital news, both online and mobile.[31] In 1996, Warner Bros. spearheaded the introduction of the DVD, which gradually replaced VHS tapes as the standard format for home video in the early to mid-2000s.[32] In 1999, HBO became the first national cable TV network to broadcast a high–definition version of its channel.[33]

2000s

AOL-Time Warner merger

Logo for AOL Time Warner (2001—2003)

In 2000, AOL stated its intentions to purchase Time Warner for $164 billion.[34] Due to the larger market capitalization of AOL, their shareholders would own 55% of the new company while Time Warner shareholders owned only 45%,[35] so in actual practice AOL had acquired Time Warner, even though Time Warner had far more assets and revenues. Time Warner had been looking for a way to embrace the digital revolution, while AOL wanted to convert its stock price into tangible assets.[36]

AOL Time Warner Inc., as the company was then called, was supposed to be a merger of equals with top executives from both sides. Gerald Levin, who had served as chairman and CEO of Time Warner, was CEO of the new company. Steve Case served as Executive Chairman of the board of directors, Robert W. Pittman (president and COO of AOL) and Dick Parsons (president of Time Warner) served as Co-Chief Operating Officers, and J. Michael Kelly (the CFO from AOL) became the Chief Financial Officer.[41]

According to AOL President and COO Bob Pittman, the slow-moving Time Warner would now take off at Internet speed, accelerated by AOL: "All you need to do is put a catalyst to [Time Warner], and in a short period, you can alter the growth rate. The growth rate will be like an Internet company." The vision for Time Warner's future seemed clear and straightforward; by tapping into AOL, Time Warner would reach deep into the homes of tens of millions of new customers. AOL would use Time Warner's high-speed cable lines to deliver to its subscribers Time Warner's branded magazines, books, music, and movies. This would have created 130 million subscription relationships.

However, the growth and profitability of the AOL division stalled due to advertising and loss of market share to the growth of high speed broadband providers. The value of the America Online division dropped significantly, not unlike the market valuation of similar independent internet companies that drastically fell, and forced a goodwillwrite-off, causing AOL Time Warner to report a loss of $99 billion in 2002 — at the time, the largest loss ever reported by a company. The total value of AOL stock subsequently went from $226 billion to about $20 billion.[42]

An outburst by Vice-Chairman Ted Turner at a board meeting prompted Steve Case to contact each of the directors and push for CEO Gerald Levin's ouster. Although Case's coup attempt was rebuffed by Parsons and several other directors, Levin became frustrated with being unable to "regain the rhythm" at the combined company and handed in his resignation in the fall of 2001, effective in May 2002.[43] Although Co-COO Bob Pittman was the strongest supporter of Levin and largely seen as the heir-apparent, Dick Parsons was instead chosen as CEO. Time Warner CFO J. Michael Kelly was demoted to COO of the AOL division, and replaced as CFO by Wayne Pace. AOL Chairman and CEO Barry Schuler was removed from his position and placed in charge of a new "content creation division", being replaced on an interim basis by Pittman, who was already serving as the sole COO after Parsons' promotion.

Many expected synergies between AOL and other Time Warner divisions never materialized, as most Time Warner divisions were considered independent fiefs that rarely cooperated prior to the merger. A new incentive program that granted options based on the performance of AOL Time Warner, replacing the cash bonuses for the results of their own division, caused resentment among Time Warner division heads who blamed the AOL division for failing to meet expectations and dragging down the combined company. AOL Time Warner COO Pittman, who expected to have the divisions working closely towards convergence instead found heavy resistance from many division executives, who also criticized Pittman for adhering to optimistic growth targets for AOL Time Warner that were never met. Some of the attacks on Pittman were reported to come from the print media in the Time, Inc. division under Don Logan.[44] Furthermore, CEO Parsons' democratic style prevented Pittman from exercising authority over the "old-guard" division heads who resisted Pittman's synergy initiatives.[41][45]

Pittman resigned as AOL Time Warner COO after July 4, 2002, being reportedly burned out by the AOL special assignment and almost hospitalized, unhappy about the criticism from Time Warner executives, and seeing nowhere to move up in firm as Parsons was firmly entrenched as CEO.[45] Pittman's departure was seen as a great victory to Time Warner executives who wanted to undo the merger. In a sign of AOL's diminishing importance to the media conglomerate, Pittman's responsibilities were divided between two Time Warner veterans; Jeffrey Bewkes who was CEO of Home Box Office, and Don Logan who had been CEO of Time. Logan became chairman of the newly created media and communications group, overseeing America Online, Time, Time Warner Cable, the AOL Time Warner Book Group and the Interactive Video unit, relegating AOL to being just another division in the conglomerate. Bewkes became chairman of the entertainment and networks group, comprising HBO, New Line Cinema, The WB, Turner Networks, Warner Bros. and Warner Music. Both Logan and Bewkes, who had initially opposed the merger, were chosen because they were considered the most successful operational executives in the conglomerate and they would report to AOL Time Warner CEO Richard Parsons.[44][46] Logan, generally admired at Time Warner and reviled by AOL for being a corporate timeserver who stressed incremental steady growth and not much of a risk taker, moved to purge AOL of several "Pittman panzers".[43]

Return to Time Warner name

Logo for Time Warner (2003—2018)

AOL Time Warner Chairman Steve Case took on added prominence as the co-head of a new strategy committee of the board, making speeches to divisions on synergism and the promise of the Internet. However, under pressure from institutional investor vice-president Gordon Crawford who lined up dissenters, Case stated in January 2003 that he would not stand for re-election as executive chairman in the upcoming annual meeting, making CEO Richard Parsons the chairman-elect. That year, the company dropped the "AOL" from its name, and spun off Time-Life's ownership under the legal name Direct Holdings Americas, Inc. Case resigned from the Time Warner board on October 31, 2005.[43][47]Jeff Bewkes, who eventually became CEO of Time Warner in 2007, described the 2001 merger with AOL as 'the biggest mistake in corporate history'.[48]

In 2005, Time Warner was among 53 entities that contributed the maximum of $250,000 to the second inauguration of President George W. Bush.[49][50][51] On December 27, 2007, newly installed Time Warner CEO Jeffrey Bewkes discussed possible plans to spin off Time Warner Cable and sell off AOL and Time Inc. This would leave a smaller company made up of Turner Broadcasting, Warner Bros. and HBO.[52] On February 28, 2008, co-chairmen and co-CEOs of New Line Cinema Bob Shaye and Michael Lynne resigned from the 40-year-old movie studio in response to Jeffrey Bewkes's demand for cost-cutting measures at the studio, which he intended to dissolve into Warner Bros.[citation needed]

In 2009, Time Warner spun out its Time Warner Cable division,[53] and later AOL, as independent companies.[54]

2010s

In the first quarter of 2010, Time Warner purchased additional interests in HBO Latin America Group for $217 million, which resulted HBO owning 80% of the equity interests of HBO LAG. In 2010, HBO purchased the remainder of its partners' interests in HBO Europe[55] (formerly HBO Central Europe) for $136 million, net of cash acquired. In August 2010, Time Warner agreed to acquire Shed Media, a TV production company, for £100 million. Its distribution operation, Outright Distribution, was folded into Warner Bros. International Television Production.[56] On August 26, 2010, Time Warner acquired Chilevisión.[57] On August 25, 2010, Time Warner's Latin American division bought Chilean nationwide terrestrial television station Chilevisión from Chile's elected president Sebastián Piñera. WarnerMedia already operates in the country with CNN Chile.[58]

In May 2011, Warner Bros. Home Entertainment Group acquired Flixster,[59] a movie discovery application company. The acquisition also includes Rotten Tomatoes, a movie review aggregator.

In June 2012, Time Warner acquired Alloy Entertainment, a publisher and television studio whose works are aimed at teen girls and young women.[60] On August 6, 2012, Time Warner acquired Bleacher Report, a sports news website. The property was placed under the control of the Turner Sports division.[61]

On March 6, 2013, Time Warner intended to spin-off its publishing division Time Inc. as a separate, publicly traded company. The transaction was completed on June 6, 2014.[62][63]

In June 2014, Rupert Murdoch made a bid for Time Warner at $85 per share in stock and cash ($80 billion total) which Time Warner's board of directors turned down in July. Time Warner's CNN unit would have been sold to ease antitrust issues of the purchase.[66] On August 5, 2014, Murdoch withdrew his offer to purchase Time Warner.

Acquisition by AT&T (2016–2018)

On October 20, 2016, it was reported that AT&T was in talks to acquire Time Warner. The proposed deal would give AT&T significant holdings in the media industry. As AT&T's competitor Comcast had previously acquired NBCUniversal in a similar bid to increase its media holdings, in concert with its ownership of television and internet providers.[67][68][5] On October 22, 2016, AT&T reached a deal to buy Time Warner for $108.7 billion. If approved by federal regulators, the merger would bring Time Warner's properties under the same umbrella as AT&T's telecommunication holdings, including satellite provider DirecTV.[69][70] The deal has faced criticism for the possibility that AT&T could use Time Warner content as leverage to discriminate against or limit access to the content by competing providers.[71]

In the wake of the presidency of U.S. President Donald Trump, Time Warner's ownership of CNN was considered a potential source of scrutiny for the deal, as Trump has repeatedly criticized the network for how it has covered his administration, and stated during his campaign that he planned to block the acquisition because of the potential impact of the resulting consolidation. Following his election, however, his transition team stated that the government planned to evaluate the deal without prejudice.[77][78][79][80][81]

On November 8, 2017, reports of a meeting between AT&T CEO Randall L. Stephenson and Makan Delrahim, assistant Attorney General of the Department of Justice's Antitrust Division, indicated that AT&T had been recommended to divest DirecTV or Turner Broadcasting, seek alternative antitrust remedies, or abandon the acquisition. Some news outlets reported that AT&T had been ordered to specifically divest CNN, but these claims were denied by both Stephenson and a government official the following day, with the latter criticizing the reports as being an effort to politicize the deal. Stephenson also disputed the relevance of CNN to the antitrust concerns surrounding the acquisition, as AT&T does not already own a national news channel.[82][83][84][85]

On November 20, 2017, the Department of Justice filed an antitrust lawsuit over the acquisition; Delrahim stated that the deal would "greatly harm American consumers". AT&T asserts that this suit is a "radical and inexplicable departure from decades of antitrust precedent".[86] On December 22, 2017, the merger agreement deadline was extended to June 21, 2018, under a big vote of confidence.[87]

On June 12, 2018, District Judge Richard J. Leon ruled in favor of AT&T, thus allowing the acquisition to go ahead with no conditions or remedies. Leon argued that the Department of Justice provided insufficient evidence that the proposed transaction would result in lessened competition. He also warned the government that attempting to obtain an appeal or stay on the ruling would be manifest unjust, as it would cause "certain irreparable harm to the defendants".[88][89][90][91]

On June 14, 2018, AT&T announced that it had closed the acquisition deal on Time Warner. Jeff Bewkes stepped down as CEO of Time Warner while retaining ties with the company as senior advisor of AT&T. John Stankey, which headed the AT&T/Time Warner integration team, took over as CEO. It was also announced that the Time Warner brand would be dropped in favor of the name WarnerMedia.[92][93] As a result of the structure of the merger, Time Warner Inc. became a limited liability company with the legal name Warner Media, LLC.[94][95]

AT&T era (2018–present)

On July 12, 2018, the Department of Justice filed a notice of appeal with the D.C. Circuit to reverse the District Court's approval. Although the Department of Justice reportedly contemplated requesting an injunction to stop the deal from closing after the District Court's ruling, the Department ultimately did not file the motion because WarnerMedia's operation as a separate group from the rest of AT&T would make the business relatively easy to unwind should the appeal be successful.[96] The next day, however, AT&T CEO Randall Stephenson told CNBC that the appeal would not affect its plans to integrate WarnerMedia into AT&T, or services already launched.[97] In a brief filed by the Justice Department, it was argued that the decision to approve the acquisition ran "contrary to fundamental economic logic and the evidence."[98][99]

On August 29, 2018, Makan Delrahim told Recode that if the government were to win the appeal, AT&T would only sell Turner and if they also lost the appeal then the consent decree, currently set to expire in February 2019, will allow AT&T to do what they want with Turner.[102] The appeal is expected to have zero impact on the integration.[103][104] By September 2018, nine state attorney generals sided with AT&T on the case.[105]

On December 14, 2018, Kevin Reilly, President of TNT and TBS was promoted to chief content officer of all WarnerMedia's digital and subscription activities, including the upcoming streaming service, reporting to both Turner's President Daniel Levy and WarnerMedia's CEO John Stankey.[107][108][109] The U.S. Court of Appeals in Washington unanimously upheld the lower court's ruling in favor of AT&T on February 26, 2019, stating it did not believe the merger with Time Warner would have a negative impact on either consumers or competition.[110]

On March 4, 2019, AT&T announced a major reorganization of its broadcasting assets to effectively dissolve Turner Broadcasting. Its assets were dispersed across multiple units of WarnerMedia, two of the new divisions, WarnerMedia Entertainment and WarnerMedia News & Sports. WarnerMedia Entertainment would consist of HBO, TBS, TNT, TruTV, and the upcoming direct-to-consumer video service. WarnerMedia News & Sports would have CNN Worldwide, Turner Sports, and the AT&T SportsNet regional networks led by CNN president Jeff Zucker. Cartoon Network, Adult Swim, Boomerang, Turner Classic Movies, and Otter Media would be moved under Warner Bros. Gerhard Zeiler moved from being president of Turner International to chief revenue officer of WarnerMedia, and will oversee the consolidated advertising and affiliation sales.[111] David Levy and HBO chief Richard Plepler stepped down as part of the reorganization, which was described by The Wall Street Journal as being intended to end "fiefdoms".[112]

Divisions

Warner Bros.

Warner Bros.' businesses range from feature film and TV to home entertainment production and worldwide distribution to home video, digital distribution, animation, comic books, licensing and international cinemas and broadcasting. In 2012, the Warner Bros. Pictures Group grossed 4.3 billion dollars at the worldwide box office.[113] Home Video is the industry leader with a 21% market share in total DVD and Blu-ray sales.

The Warner Bros. Home Entertainment Group works across platforms and outlets in the digital realm with video-on-demand, branded channels, original content, anti-piracy technology and broadband & wireless destinations. Each year Warner Bros. Pictures produces between 18 and 22 films. Warner Bros. has produced more than 50 television series in the 2012–2013 television season. Warner Bros. has also incorporated DC Comics content into Warner Bros. Entertainment via the creation of the DC Entertainment division, which was founded in 2009. DC Entertainment, which is wholly owned by the Company, is responsible for bringing the stories and characters from the DC Comics, Vertigo and MAD Magazine publishing portfolios into other Warner Bros. content and distribution businesses, including feature films, television programming, video games, direct-to-consumer platforms and consumer products. The DC Comics imprint, home to such iconic characters as Batman, Superman, Wonder Woman, Flash and Green Lantern, has launched digital versions of its top comic book and graphic novel titles, making them available for download on digital platforms.

WarnerMedia Entertainment

The division is responsible for HBO and Cinemax; as well as the entertainment operations of the former Turner Broadcasting System, including TBS, TNT and TruTV. The division also contains WarnerMedia's direct-to-consumer operations, including the yet-to-be-named streaming service the company is planning to launch later this year. Bob Greenblatt heads the division as chairman.[111][114]

Commercial properties

WarnerMedia owns several large properties in New York City. In late 2003, Time Warner finished construction of a new twin-tower complex, designed to serve as additional office space, facing Columbus Circle on the southwestern edge of Central Park. Originally called the AOL Time Warner Center, the 755-foot (230 m), 55-floor mixed-use property was renamed Time Warner Center when the company itself was renamed.[115]